FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/04/2015 |
3. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN,OPGNW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 72,593 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 1,160,039(2) | (2) | I | See footnote(1) |
2014 Convertible Notes | (3) | (3) | Common Stock | 404,725(3) | (3) | I | See footnote(1) |
2015 Convertible Notes | (4) | (4) | Common Stock | 503,522(4) | (4) | I | See footnote(1) |
Warrants | 08/23/2007 | 08/23/2017 | Common Stock | 1,572 | $7.91 | I | See footnote(1) |
Warrants | 09/30/2009 | 09/30/2019 | Common Stock | 1,663 | $7.91 | I | See footnote(1) |
Warrants | 03/23/2010 | 03/23/2020 | Common Stock | 321 | $7.91 | I | See footnote(1) |
Warrants | 11/08/2011 | 11/08/2021 | Common Stock | 1,188 | $7.91 | I | See footnote(1) |
Warrants | 11/08/2015 | 02/17/2025 | Common Stock | 60,423 | $6.6 | I | See footnote(1) |
Explanation of Responses: |
1. The securities are directly held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. (collectively, the "Versant Entities"). Mr. Atwood is a managing member of Versant Ventures III, LLC, the sole general partner of the Versant Entities and may be deemed to have shared voting and dispositive power over the shares owned by the Versant Entities. Mr. Atwood disclaims beneficial ownership of all shares held by the Versant Entities, except to the extent of his actual pecuniary interest therein. |
2. Each share of Series A Redeemable Convertible Preferred Stock will automatically convert into one share of common stock on May 8, 2015. |
3. The 2014 Convertible Notes will automatically convert into shares of Series A Preferred Stock on May 8, 2015 at a conversion rate of one share of Series A Preferred Stock for every $1.00 of principal converted. Each share of Series A Preferred Stock will automatically convert into one share of common stock on May 8, 2015. |
4. The 2015 Convertible Notes will convert into Series A Preferred Stock on May 8, 2015 at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal converted. Each share of Series A Preferred stock will automatically convert into one share of common stock on May 8, 2015. |
Remarks: |
Brian G. Atwood | 05/06/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |